Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales Of Equity Securities, Use Of Proceeds And Issuer Purchases Of Equity Securities
Unregistered Equity Issuance – SPA Portfolio Conversions
During the three months ended March 31, 2025, the Company issued convertible promissory notes and related warrants pursuant to the Securities Purchase Agreement dated March 21, 2025 (the “2025 March Unsecured SPA”). These notes and warrants (collectively, the “2025 March Unsecured SPA Notes” and “2025 March Unsecured SPA Warrants”) form part of the Company’s broader financing program referred to as the SPA Portfolio Notes. The Company received proceeds in the amount of $ 2.3 million in advance of the first closing, which occurred on April 4, 2025, and which are reported as outstanding notes as of March 31, 2025.
The 2025 March Unsecured SPA Notes, the related warrants, and the shares of Series B Preferred Stock issuable in connection therewith were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. These securities were sold solely to accredited investors in private placements without any form of general solicitation or general advertising.
In prior periods, the Company issued additional convertible notes and warrants under the SPA Portfolio Notes program, including the 2023 Unsecured SPA Notes, 2024 Unsecured SPA Notes, and Junior Secured SPA Notes. A resale registration statement on Form S-1 was filed in January 2025 with respect to shares underlying certain of the 2024 Unsecured SPA Warrants and Junior SPA Warrants. However, the registration statement became stale and was not declared effective because the financial statements included in the filing did not meet the SEC’s currency requirements as of February 14, 2025. As of the date of this report, no resale registration statement has been declared effective in 2025.
Univest Securities acted as placement agent in connection with the initial closing of the 2025 March Unsecured SPA Notes and was paid a placement agent fee and issued placement agent warrants. No underwriters participated in the issuance. Proceeds from the March 2025 financing were used for general corporate purposes and working capital, as further discussed in Note 7, Notes Payable to the Unaudited Condensed Consolidated Financial Statements.
Unregistered Equity Issuance – HSL S.r.l. Settlement
In March 2025, the Company issued 774,183 shares of Class A common stock to HSL S.r.l. in settlement of approximately $1.19 million in outstanding payables. The issuance was made pursuant to a private settlement agreement and was not registered under the Securities Act of 1933, as amended (the “Securities Act”). The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. No general solicitation or advertising was used in connection with the issuance.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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